La battle for the purchase of Warner Bros. Discovery by Netflix It has become the biggest business saga in the entertainment world. On one side, the leading streaming platform, which has already closed a deal with Warner; on the other, Paramount Skydance, determined to thwart the operation with a higher hostile takeover bid and an intense public campaign before regulators and creators.
In the middle of the crossfire appears the United States Department of Justicewhich has activated a antitrust investigation to determine if Warner's integration into the Netflix ecosystem could to strengthen a dominant position in the streaming marketThe operation, which will also be analyzed by European and British competition authorities, could redefine the balance of audiovisual power worldwide, including in Spain.
A multi-million dollar offer and an even more aggressive takeover bid
Netflix announced in December an agreement to acquire Warner Bros. Discovery for $27,75 in cash per share, which puts the total value of the company at around 72.000 millionAccording to various sources, the structure of the operation has been adjusted to facilitate its regulatory approval and provide greater certainty to shareholders, to the point that The current proposal is presented as an all-cash offer.
Paramount Skydance, however, has not resigned itself to losing the historic studio. The company has launched and maintains a hostile takeover bid for Warner valued at approximately $77.900 billionThis offer is clearly superior to Netflix's. It includes the entire group, with its cable networks and key assets such as... CNN, TNT or Food Networkand is presented as a “safer and faster” alternative for investors, in the midst of bidding war Between the parts.
La Warner's management has recommended that its shareholders reject Paramount's takeover bid.arguing that it could lead to excessive debt and jeopardize financial stability of the company. Even so, the outcome is not yet decided: if a critical mass of shareholders decides to accept the hostile proposal, the balance could tip in Paramount's favor despite Warner's public preference for Netflix. Paramount has even escalated the situation with legal action. on some fronts.
The dispute has global implications. If the sale to Netflix is confirmed, Warner's legendary catalog —including HBO Max— would be integrated into the red platform's environment, with direct effects on the content offering that reaches Europe and, by extension, the Spanish market, where HBO Max and Netflix already compete for the same audience.
Justice Department investigation and focus on possible monopoly
The Netflix-Warner deal has set off all sorts of regulatory alarms. The U.S. Department of Justice has launched a preliminary investigation to determine whether the streaming company has incurred anti-competitive practices within the framework of its acquisition proposal. The existence of this investigation has become known through a civil summons sent to another company in the sector, where detailed information is requested on how Netflix competes with its rivals.
In the submitted documentation, the researchers specifically ask about any exclusionary conduct by Netflix that could consolidate market power or a monopolyThis type of formulation makes it clear that the authorities do not simply review market shares in a cold, impersonal way: they assess past behavior and potential future effects on competition in the production and distribution of content.
The Department of Justice is conducting a parallel investigation into Paramount's rival offer and has requested data on how Previous mergers between studios and distributors have affected competition for creative talentAmong the issues is the evolution of contracts for actors, screenwriters, and producers, a matter that particularly worries Hollywood unions and that will also resonate in Europe if consolidation translates into fewer alternatives for professionals in the sector.
US legislation allows ample room for block mergers that substantially reduce competitionCurrent guidelines presume mergers between direct competitors are illegal when the resulting company exceeds around 30% market shareAlthough to speak of a monopoly in the strict sense, figures closer to 60% are used, a threshold above which the ability to impose conditions on the rest of the market skyrockets.
According to estimates from the firm Antenna, Netflix and HBO Max together account for approximately 30% of the US streaming subscription market, not counting subscriptions received through telephone or pay-TV operators. Netflix denies that this figure reflects the true competitive dimension of the sector and maintains that It also competes with free platforms like YouTube. and with tech giants like Google, Apple, or Amazon.
Senate hearings: Sarandos tries to calm fears about the streaming giant
The discussion isn't just taking place in regulatory offices. Netflix co-CEO Ted Sarandos, has appeared before the U.S. Senate Subcommittee on Antitrust, Competition Policy and Consumer Rights to defend the operation, insisting that The merger will not create a monopoly or raise prices for the consumer.
During the hearing, Sarandos explained that the streaming sector continues to be highly competitive, with major technology companies trying to capture the television audienceHe cited, for example, YouTube's enormous share of television viewing in American households, far exceeding that of many subscription platforms. According to Nielsen data (The Gauge), YouTube had around 12,7% of television usage in December, compared to Netflix's 9%, which Sarandos used to put the company's true size into perspective.
The executive was questioned harshly by senators such as Amy KlobucharSarandos questioned how Netflix intends to keep its prices "affordable" after raising them in January 2025 despite continuing to gain subscribers. Sarandos countered that previous price increases were justified by... an increase in perceived valueand even claimed that Netflix users pay on average around 35 cents per hour of content viewed, compared to the approximately 90 cents it attributed to Paramount+.
With that data on the table, the executive argued that An integration with Warner's streaming and studio businesses would allow them to "provide more content for less money.", largely because approximately the 80% of HBO Max subscribers also pay for NetflixBy bundling services into a single package, he said, there would be room to adjust prices without worsening the offering.
On another front, Sarandos sought to reassure the film industry by committing to maintain a 45-day cinema exclusivity period for Warner Bros. movies.
Trump went from wanting to intervene to leaving it in the hands of the Justice Department.
One of the most striking elements of this whole process has been the evolution of Donald Trump's roleThe US president even went so far as to say at the end of the year that He would be personally involved in the decision regarding the merger between Netflix and Warner.Breaking with the tradition of the White House staying out of antitrust reviews.
In December, Trump even claimed that would have “voice and vote” in the agreement and that the magnitude of the operation justified his direct involvement. He acknowledged having received Ted Sarandos himself in the Oval Office to discuss the purchase, and even admitted that combining Netflix with Warner's catalog would represent a “very large market share” which could be problematic.
However, in a subsequent interview with NBC News —including the traditional pre-Super Bowl talk— Trump made a U-turn and declared that finally will not intervene in the operation“I’ve decided I shouldn’t get involved,” he said, emphasizing that “The Department of Justice will take care of it”The president acknowledged that Both parties, Netflix and Paramount, had contacted himBut he insisted on his willingness to remain neutral.
Trump justified his withdrawal by alluding to the theory that “One of the companies is too big and shouldn’t be allowed to do it.”While the other argues the opposite. Regarding the battle between Netflix and Paramount for Warner, the president didn't hold back in his dramatic flair: “They’re beating each other up, and there will be a winner.”, a description that reflects the extent to which the operation has become a power struggle between entertainment giants.
This succession of often contradictory statements has fueled the perception that the political dimension of the case It is just as relevant as the economic aspect. For European regulators, accustomed to processes less influenced by partisan politics, the White House's intervention—or, in this case, its refusal to intervene—adds an additional layer of complexity to the overall context of the operation.
Concern in the creative industry and the specter of monopoly
While figures and legal arguments are being exchanged in Washington, unease is growing in Hollywood. Top figures like Christopher Nolan have expressed deep concern about the possible "disappearance" of Warner as a major independent studioFor the British director, who has worked closely with Warner in the past and now leads the Directors Guild of America (DGA), The loss of a historic studio is “a huge blow” to the industry.
Nolan warns that the debate about the exhibition periods in theaters —whether films will be in theaters for two, three, or 45 days before jumping to streaming— is overshadowing what, in his opinion, is the real problem: Warner's gradual transformation into a mere brand within the Netflix ecosystemThis scenario, he fears, could reinforce a logic of concentration where fewer and fewer companies decide which projects are filmed, how they are distributed, and under what conditions for creators and workers.
As the new leader of the DGA, Nolan has indicated that Issues related to television and streaming are even more critical than film release windows.The union wants clear guarantees on how content, rights, and remuneration for professionals will be managed in a context where negotiating with a single megaplatform could reduce the lobbying power of directors, screenwriters, and actors, both in the United States and in Europe.
In parallel, the Paramount Skydance CEO, David Ellison, has intensified its public campaign against Warner's integration into Netflix. In a Open letter addressed to regulators and the creative community, also in EuropeEllison asserts that his company's offer seeks “strengthen competition” against dominant platformsand accuses Netflix of aspiring to create a “monopolistic or excessively dominant” entity.
In that letter, Ellison pledges that, if Paramount manages to acquire Warner Bros. Discovery, Each of the two major studios — Paramount Studios and Warner Bros. — will produce at least 15 high-budget feature films per year, in other words, a minimum of 30 films per yearFurthermore, it promises to build a “dynamic third-party ecosystem”, buying independent content and licensing series and films to other distributors, in contrast to the vertical integration model it attributes to Netflix.
Commitments to cinemas and regulatory reaction in Europe
One of the industry's biggest concerns, including in the European market, is the future of movie theaters. Ellison has tried to capitalize on that fear by promising a “firm commitment to cinemas”According to their proposal, All films produced under the combined Paramount and Warner umbrella would have a full theatrical release, having a minimum global window of 45 days before we get to video on demand or subscription streaming.
According to the executive, after that first phase in theaters, the titles would follow classic exploitation cycleDigital rental, sale, and only then, its incorporation into streaming platforms. Ellison has gone further by guaranteeing that HBO would remain as an independent platformtrying to reassure both European users and distribution partners who fear a complete takeover of the brand by Netflix or any other large company.
From Netflix's perspective, the response involves emphasizing that the merger with Warner is, in reality, a rather vertical operationA distributor acquiring a content provider, rather than absorbing a direct competitor. The platform insists that It does not compete head-on with Warner Bros. as a studioAnd remember that the sum of both would mean, according to their calculations, around 10% of total viewing time in American households, a figure that, they argue, is far from a monopoly scenario.
So much the U.S. Department of Justice and the European Commission They carefully analyze these arguments. European regulators have demonstrated in recent years a very strict stance towards large technology mergers And they could impose specific conditions if they perceive a risk to cultural diversity, media pluralism, or competition in audiovisual production. For Spain and the rest of the EU, the key will be how the new giant affects local production quotas, the purchase of rights, and the room for maneuver of independent television stations and production companies.
On this complex board, Netflix and Warner are confident they will obtain regulatory approvalAttorney Steven Sunshine has described the current process as a “standard review” of a major merger, and the company insists that it has received no indication that there is a separate investigation for alleged monopolization beyond its own analysis of the transaction.
The truth is that These types of reviews can take up to a year.And not all of them result in lawsuits to block the merger. For now, the Department of Justice has chosen not to comment officially, and the European Commission is maintaining a low profile, awaiting information from all parties involved, including creators' associations and industry stakeholders in Europe.
What is being discussed today in Washington and Brussels is not just who gets Warner Bros. Discovery, but which audiovisual industry model will dominate the next decadeIf Netflix manages to close the deal, it will consolidate an unprecedented catalog and enormous influence over content production, distribution, and financing on both sides of the Atlantic. If Paramount gets its way, another major conglomerate will emerge, promising to protect movie theaters and maintain a greater diversity of release windows and partners. In either case, the Spanish and European markets will have to adapt to a landscape with fewer, larger players and far greater negotiating power than they currently possess.
